Investment vehicles such as mutual funds have certain operating costs. To name just a few expenses, every fund, including institutional funds (whose investors are financial institutions), pays an investment advisory fee to an investment adviser who invests the fund's assets, custodian fees to a custodian for the safekeeping of the fund's assets, portfolio accounting fees for the determination of the fund's asset value and income, shareholder servicing fees to various entities which provide investors with information and services regarding the fund, an audit fee to the fund's independent accountants who review the fund's financial statements, and a legal fee for counsel to represent the fund and each of its independent trustees. A retail fund (one whose investors are largely individuals) incurs the same kinds of expenses as an institutional fund, although certain expenses, such as shareholder servicing fees and distribution (12b-1) fees, will be larger for a retail fund, since individual investors need more services than do sophisticated institutional investors.
Having a large amount of assets results in various economies of scale in fund operating costs. Since many of a fund's expenses are independent of the fund's asset base, a larger fund asset base produces a lower operating expense ratio (expenses to assets), which increases the net investment performance of the fund. Also, since larger funds purchase securities in larger denominations, they are able to bargain for higher yields (on bonds and other debt securities) or pay lower brokerage commissions (on equity securities) than a smaller fund can.
One way to achieve a large asset base is to combine assets of two or more mutual funds or other collective investment vehicles (hereafter referred to as funds). Current laws, however, place several restrictions on commingling the assets. A newly developed financial services configuration, called "Hub and Spoke" (a service mark of Signature Financial Group, Inc.), does allow for commingling the assets of two or more mutual funds. This financial services configuration involves an entity that is treated as a partnership for federal income tax purposes and that holds the investment portfolio (hereafter referred to as the partnership portfolio) and funds that invest as partners in the partnership portfolio.
Under the partnership portfolio and partner fund configuration, each of several funds, called "Spokes" (a service mark of Signature Financial Group, Inc.), can be a mutual fund registered under the Investment Company Act of 1940 (the "1940 Act") and the Securities Act of 1933 (the "1933 Act"). In addition to mutual funds, a "Spoke" (a service mark of Signature Financial Group, Inc.) may also be a pension fund (subject to ERISA), a common trust fund (regulated by various banking regulators), an insurance company separate account, or a non-U.S. domiciled investment fund In addition, a partnership portfolio, called the "Hub" (a service mark of Signature Financial Group, Inc.), is established, and each fund is an investor in the partnership portfolio. The partnership portfolio is registered under the 1940 Act (since it is an investment company), but its shares are not registered under the 1933 Act. Individuals cannot invest directly in the partnership portfolio. Its only investors are the funds, each of which invests 100% of its assets in the portfolio.
Although the portfolio may legally be a trust or other entity, it is considered to be a partnership for tax purposes. As a partnership, it receives "flow-through" tax treatment and, so, the portfolio does not pay taxes, but rather all economic gain or loss flows through to the portfolio investors. Mutual funds must rely on qualifying for "regulated investment company" ("RIC") status under the Internal Revenue Code (the "Code") to avoid taxation. The RIC provisions of the Code generally prevent mutual funds from investing in other types of funds and impede the division of a single mutual fund into multiple mutual funds. These RIC provisions also lead to economic distortions and inequities among shareholders which will be discussed below.
With the assets of two or more funds combined in the portfolio, the economies of scale described above can be more fully realized. The assets of different types of investment vehicles may now be commingled, resulting in more efficient and effective investment management. While all funds can benefit from Hub and Spoke services, a fund with a small amount of assets, which ordinarily would not be a viable fund because it would have a prohibitively high operating expense ratio, can now be established on a cost-effective basis by investing its assets in a portfolio. Investing in a portfolio also provides the new fund with an investment history, which makes the fund more attractive to investors. Therefore, a mutual fund sponsor can more efficiently organize a new mutual fund to be offered to customer markets which previously could not be economically accessed by that sponsor.
Because the portfolio is not a mutual fund, it is not subject to certain economic distortions and inequities that are inherent to normal mutual fund investing. Consider a first fund which invests in a second mutual fund just before the second fund distributes its capital gains. The first fund realizes capital gains from this distribution, as does every shareholder of the second fund. The first fund, however, has not actually realized any gain in the value of the second fund, and so the second fund is merely returning a portion of the first fund's original investment. The first fund is required to pay tax on part of its original investment or, if it is a mutual fund, pass such tax on to its shareholders. Thus a return of investment becomes subject to tax.
Unlike a mutual fund, the portfolio makes daily allocations of income, capital gains, and expenses or investment losses, rather than actual distributions. These daily allocations, which are determined and managed by the data processing system and method disclosed herein, are based on an "allocation ratio" which is further described below. Such daily allocations avoid economic distortions and inequities by directly allocating the appropriate economic benefit and loss to each shareholder on that day. Mutual funds merely distribute income, and gain or loss, to whatever shareholders happen to exist on an arbitrary date when a distribution is made. While such gain or loss is taken into account in between such distributions through the determination of the net asset value of the mutual fund's shares, it is the distribution of the gain or loss which creates a taxable gain or loss for a shareholder. The Hub and Spoke financial services configuration thus avoids this disadvantage by more accurately matching economic and taxable income.
The partnership portfolio and partner fund configuration presents great administrative challenges. Because each of the partners in the portfolio is some type of fund, the assets of which change daily as customers make further investments or withdrawals, the partnership interest of each fund varies daily. For example, consider a portfolio made up of Funds A and B. Assume that at the start of the day Fund A has $750,000 invested in the portfolio and Fund B has $250,000 invested. The portfolio has $1,000,000 in assets with Fund A having a 75% share and Fund B having a 25% share. Next, assume that by the end of the day the portfolio has not changed in value due to market fluctuations, but that additional purchases by fund shareholders have given Fund A $800,000 in assets and Fund B $275,000 in assets. The portfolio has grown to $1,075,000 in assets, with Fund A having a 74.4% share and Fund B having a 25.6% share.
Further complexities arise as the value of the portfolio assets rise and fall or as additional funds invest in the portfolio (or as existing funds withdraw their investments entirely). Additionally, as in any mutual fund complex, many Hub and Spoke structures may be administered simultaneously. A new and unique data processing system and method is necessary to enable accurate daily allocations to be made among each of the funds in a portfolio. Also, each such daily allocation is comprised of various economic components--income, gain, loss, expenses. These various components must be isolated and aggregated, on a continual basis, for both non-tax accounting purposes and, again (in separate accounts), for tax purposes.
Economic inaccuracies would appear over time if daily allocations were not made. Such inaccuracies will arise since typically a mutual fund will not actually allocate or pay out on a daily basis the economic components of the fund's economic experience for that day. Depending on a particular fund's prospectus, actual cash distributions can be made monthly, quarterly, or as otherwise so determined.
Were the partnership portfolio structured as a mutual fund, which makes distributions on a periodic basis, income earned on a given day, if not allocated on that day would result in an increase in capital value of the fund as a whole, rather than in income received by a particular investor; similarly, expenses incurred, if not allocated on that day, would result in a decrease in capital value of the fund as a whole, rather than as a decrease in income for a particular investor. The data processing system and method of the present invention will allow each fund to recognize on its balance sheet its fair share of economic benefit or loss experienced by the portfolio on that day.
A unique method has been developed to calculate accurately the fund allocation ratios. Each fund has a book capital account, which represents each fund's total investment in the portfolio including all earned, but undistributed, economic benefit. This book capital account for each fund includes the previous day's fund shareholder purchases and redemptions, the fund's proportional share of daily portfolio income and expenses, and the fund's share of daily portfolio realized and unrealized gain or loss.
On each fund's first day as a portfolio investor, or on the beginning of each fiscal year that a fund continues to participate in a Hub and Spoke configuration, its respective share ownership in the portfolio is determined by its relative percentage of the total dollar amount of investments in the portfolio. Thereafter, the fund's allocation percentage is adjusted through proper adjustments to the book capital account balances of the participating funds (which a data processing system according to the present invention determines daily). The respective fund book capital accounts, which change every day, continually indicate the accurate relative ownership of the portfolio by each fund. Each fund's book capital account will be either increased or decreased daily depending upon the following:
(a) increased by any capital contributions (purchases by fund shareholders) made by the fund to the portfolio; PA1 (b) decreased by any distributions (including portfolio expenses and redemptions by fund shareholders) made to the fund by the portfolio; PA1 (c) increased by any increase in net unrealized gains or decrease in net unrealized losses allocated to the fund; PA1 (d) decreased by any decrease in net unrealized gains or increase in net unrealized losses allocated to the fund; and PA1 (e) increased or decreased by the amount of profit (portfolio income) or loss (portfolio expenses), respectively, allocated to the fund.
A data processing system and method according to the present invention successfully determines each of these ever changing, and interrelated, accounts. By calculating the daily adjusted total investments for each fund according to the concept of a book capital account, the allocation ratios may be calculated accurately. The data processing system also determines, each day and over time, data necessary for calculating aggregate year-end income, expenses, and capital gain or loss for tax and accounting purposes.